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Mountain Province Diamonds Announces Results of Special Meeting of Shareholders, with Shareholders Voting to Approve Previously Announced Refinancing Transaction

Press Release

TORONTO and NEW YORK, Dec. 12, 2022– Mountain Province Diamonds Inc. (“Mountain Province” or the “Company”) (TSX: MPVD) (OTC: MPVD) is pleased to announce that at its special meeting of shareholders held on December 12, 2022 (the “Special Meeting”) 99.3% of the votes held by disinterested shareholders were cast in favour the previously announced refinancing transaction involving the issuance of approximately US$195.0 million aggregate principal amount of new senior secured second lien loan notes (the “New  Loan  Notes”)  to  refinance  US$189,150,000 of the Company’s existing 8.000% Senior Secured Second Lien Notes due 2022 (the “Existing Notes”).

At the Special Meeting, the Company’s disinterested shareholders approved the issuance of the New Loan Notes in an aggregate principal amount of $195,000,000, including to certain entities ultimately beneficially owned by Mr. Dermot Desmond (the “Related Investor”), which would be used to refinance $189,150,000 of the Existing Notes (the “Transaction”) with the remaining portion of the Existing Notes being repaid with cash on hand.

Full results of the motion put before shareholders can be seen in the table below (excluding any votes cast by “interested parties” as defined in Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions (“MI 61-101”)).

MOTION

NUMBER OF SHARES

% OF VOTES CAST

FOR

AGAINST

WITHHELD/
ABSTAIN

RESTRICTED

NON-
VOTE

FOR

AGAINST

WITHHELD
/ ABSTAIN

Entry into
refinancing
transaction

32,761,233

212,750

0

75,402,269

0

99.35 %

0.65 %

0.00 %

The Company expects to complete the Transaction on December 14, 2022.

Mark Wall, the Company’s President and Chief Executive Officer, commented:

“This refinancing package is a very positive result for the Company and for shareholders.  To refinance in today’s market with a solution that involves no share dilution of existing shareholders, and with a 9% coupon for US$195 million in debt addresses the refinancing requirement cloud that has faced the Company for the last year.  Achieving an Original Issue Discount (OID) of 97%, against the previous notes 97.992% OID is also a very good result for the Company. The diamond market is relatively strong which places the Company in a position to be able to further reduce debt during 2023 while also pursuing exciting growth opportunities in the Hearne discovery and Kennady North project.  As a Company, Mountain Province has approximately $292 million in sales in the first nine months of 2022, with an adjusted EBITDA of approximately $154 million in that nine months, against a current market capitalization of some $105 million.  Now that the refinancing cloud has been lifted the company can work to have the value of the business reflected in the Company’s share price.”

A special committee of independent directors of Mountain Province, (the “Special Committee”), after giving due consideration to the best interests of the Company, current market conditions and the impact of entering into the Transaction on shareholders and the Company’s other stakeholders, unanimously concluded that the Transaction is in the best interests of the Company and that the terms of the Transaction are reasonable in the circumstances. The Special Committee unanimously recommended the Transaction to the board of directors of the Company (the “Board”). The Board received the recommendations and findings of the Special Committee and, Mr. Jonathan Comerford and Mr. Brett Desmond having declared conflicts of interest and not attending any part of any meeting where the Transaction was discussed and not voting on the Transaction, unanimously approved the Transaction.

The Related Investor is an insider and a related party of Mountain Province. The Transaction therefore constitutes a “related party transaction” within the meaning of MI 61-101.

The  Company  is  relying  on  the  exemption  from  the  MI  61-101  formal  valuation  requirements  provided  under  section  5.5(c)  of  MI  61-101  as  the  Transaction  is  a  distribution  of  securities  of  the  Company  to  a  related  party  for  cash  consideration  and  (i)  neither the Company nor, to the knowledge of the Company after reasonable inquiry, the Related  Investor  has  knowledge  of  any  material  information  concerning  the  Company  or  its  securities that has not been generally disclosed, and (ii) completion of the Transaction will have no effect on the direct or indirect voting interest of the Related Investor.

About Mountain Province Diamonds Inc.

Mountain Province Diamonds is a 49% participant with De Beers Canada in the Gahcho Kué diamond mine located in Canada’s Northwest Territories. The Gahcho Kué Joint Venture consists of several kimberlites that are actively being mined, developed, and explored for future development. The Company also controls over 113,000 hectares of highly prospective mineral claims and leases surrounding the Gahcho Kué Mine that include an Indicated mineral resource for the Kelvin kimberlite and Inferred mineral resources for the Faraday kimberlites. Kelvin is estimated to contain 13.62 million carats (Mct) in 8.50 million tonnes (Mt) at a grade of 1.60 carats/tonne and value of US$63/carat. Faraday 2 is estimated to contain 5.45Mct in 2.07Mt at a grade of 2.63 carats/tonne and value of US$140/ct. Faraday 1-3 is estimated to contain 1.90Mct in 1.87Mt at a grade of 1.04 carats/tonne and value of US$75/carat. All resource estimations are based on a 1mm diamond size bottom cut-off.

For further information on Mountain Province Diamonds and to receive news releases by email, visit the Company’s website at www.mountainprovince.com.

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